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EX-99.2 - EXHIBIT 99.2 - Diversified Restaurant Holdings, Inc.saucq32017financialresul.htm
8-K - 8-K - Diversified Restaurant Holdings, Inc.a8-kearningsreleaseq32017.htm
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FOR IMMEDIATE RELEASE    

Diversified Restaurant Holdings Reports Third Quarter 2017 Results
SOUTHFIELD, MI, November 2, 2017 -- Diversified Restaurant Holdings, Inc. (NASDAQ: SAUC) ("DRH" or the "Company"), the largest franchisee for Buffalo Wild Wings® ("BWW") with 65 stores across five states, today announced results for its third quarter ended September 24, 2017.
Third Quarter and Year-to-date Key Information (from continuing operations)
Revenue for the quarter totaled $39.3 million, down 5.7%
Same-store sales declined 4.4% and are down 2.7% for the year
Net loss was $0.5 million in the quarter; near breakeven for the year-to-date period
Restaurant-level EBITDA(1) was $6.2 million, or 15.9% of sales, and stands at $21.1 million for the year, or 17.1% of sales
Adjusted EBITDA(1) was $4.3 million for the quarter and $14.9 million for the year
Cash generated from operations totaled $3.3 million for the quarter and $9.8 million for the year
(1)See attached table for a reconciliation of GAAP net loss to Restaurant-level EBITDA and Adjusted EBITDA
Total sales during the quarter were reduced by approximately $0.6 million related to Hurricane Irma, and an additional $0.3 million as a result of deferrals recorded related to the Blazin’ Rewards loyalty program.
“While facing multiple headwinds during the quarter, we focused our efforts on operational excellence to increase efficiency and run a leaner organization,” commented David G. Burke, President and CEO. “While cost of sales increased over 200 basis points as a direct result of record high chicken wing prices, we controlled our labor and other operating expenses despite lower sales.”
Mr. Burke added, “We also had some solid wins in the quarter and are making great progress with our productivity initiatives. We continued our ‘BOGO’ traditional wing promotional test in our captive markets, which replaced the half-off promotion with a “buy one, get one” offer limited to smaller order sizes. The test continues to demonstrate improved sales and average check with lower wing costs as a percent of sales. We intend to invest more in revenue-driving initiatives in the fourth quarter in addition to our delivery and loyalty programs. We also expect to benefit from a new corporate promotional campaign that is slated to kick off in the second half of the fourth quarter.”


1




Third Quarter Results (from continuing operations)
 
 
 
 
 
 
(Unaudited, $ in thousands)
Q3 2017
 
 Q3 2016
 
Change
 
% Change
Revenue
$
39,262.9

 
$
41,625.3

 
$
(2,362.4
)
 
(5.7
)%
Operating income
$
320.5

 
$
1,946.6

 
$
(1,626.1
)
 
(83.4
)%
  Operating margin
0.8
 %
 
4.7
 %
 
 
 
 
Net income (loss)
$
(543.2
)
 
$
596.7

 
$
(1,139.9
)
 
(191.0
)%
Diluted net income (loss) per share
$
(0.02
)
 
$
0.02

 
$
(0.04
)
 
(200.0
)%
 
 
 
 
 
 
 
 
Same-store sales(1)
(4.4
)%
 
(1.8
)%
 
 
 
 
 
 
 
 
 
 
 
 
Restaurant-level EBITDA(2)
$
6,246.5

 
$
8,112.4

 
$
(1,865.9
)
 
(23.0
)%
  Restaurant-level EBITDA margin
15.9
 %
 
19.5
 %
 
 
 
 
Adjusted EBITDA(2)
$
4,322.0

 
$
5,746.0

 
$
(1,424.0
)
 
(24.8
)%
  Adjusted EBITDA margin
11.0
 %
 
13.8
 %
 
 
 
 
 
 
 
 
 
 
 
 
Year-to-date Results (from continuing operations)
 
 
 
 
 
 
 
(Unaudited, $ in thousands)
YTD 2017
 
 YTD 2016
 
Change
 
% Change
Revenue
$
123,535.5

 
$
125,719.7

 
$
(2,184.2
)
 
(1.7
)%
Operating income
$
3,408.4

 
$
6,449.7

 
$
(3,041.3
)
 
(47.1
)%
  Operating margin
2.8
 %
 
5.1
 %
 
 
 
 
Net income (loss)
$
(39.0
)
 
$
2,123.5

 
$
(2,162.5
)
 
(101.8
)%
Diluted net income (loss) per share
$

 
$
0.08

 
$
(0.08
)
 
(100.0
)%
 
 
 
 
 
 
 
 
Same-store sales(1)
(2.7
)%
 
(2.6
)%
 
 
 
 
 
 
 
 
 
 
 
 
Restaurant-level EBITDA(2)
$
21,121.0

 
$
25,547.7

 
$
(4,426.7
)
 
(17.3
)%
  Restaurant-level EBITDA margin
17.1
 %
 
20.3
 %
 
 
 
 
Adjusted EBITDA(2)
$
14,934.6

 
$
18,885.3

 
$
(3,950.7
)
 
(20.9
)%
  Adjusted EBITDA margin
12.1
 %
 
15.0
 %
 
 
 
 

(1) Same store sales calculations exclude related closures in September from Hurricane Irma
(2)Please see attached table for a reconciliation of GAAP net loss to Restaurant-level EBITDA and Adjusted EBITDA





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Balance Sheet Highlights - Continuing Operations
Cash and cash equivalents were $4.7 million at September 24, 2017, compared with $4.0 million at 2016 year-end. Capital expenditures were $4.5 million during the first nine months of 2017 and were primarily for one new restaurant, restaurant refreshes and remodels. Capital expenditures were $12.2 million in the first nine months of 2016. Total debt was $116.8 million at the end of the quarter, down $4.4 million for the year.
Updated Fiscal 2017 Guidance
Reducing revenue guidance to $166 million to $168 million
Targeting restaurant-level EBITDA of $28 million to $29 million
Expect adjusted EBITDA of approximately $20 million
Planned capital expenditures of approximately $5 million
Board of Directors Exploring Strategic Alternatives
DRH also announced that its Board of Directors, working together with management, is exploring strategic alternatives to enhance shareholder value. These alternatives could include, among other things, financial restructuring or a possible sale, merger or other strategic transaction. The Company is working with Duff & Phelps Securities, LLC as financial advisor to assist in this evaluation.
The Company stated that no decision has been made with regard to any alternatives and that there can be no assurance that the Board’s exploration of strategic alternatives will result in any transaction being entered into or consummated. DRH does not intend to discuss or disclose developments with respect to this process until the Board has approved a definitive course of action or otherwise concludes the review.
Webcast, Conference Call and Presentation
DRH will host a conference call and live webcast on Friday, November 3, 2017 at 10:00 A.M. Eastern Time, during which management will review the financial and operating results for the third quarter, and discuss its corporate strategies and outlook. A question-and-answer session will follow.
The teleconference can be accessed by calling (201) 389-0879. The webcast can be monitored at www.diversifiedrestaurantholdings.com. A presentation that will be referenced during the conference call is also available on the website.
A telephonic replay will be available from 1:00 P.M. ET on the day of the call through Friday, November 10, 2017. To listen to the archived call, dial (412) 317-6671 and enter replay pin number 13671718, or access the webcast replay at http://www.diversifiedrestaurantholdings.com, where a transcript will also be posted once available.
About Diversified Restaurant Holdings, Inc.
Diversified Restaurant Holdings, Inc. is the largest franchisee for Buffalo Wild Wings with
65 franchised restaurants in key markets in Florida, Illinois, Indiana, Michigan and Missouri. DRH’s strategy is to generate cash, reduce debt and leverage its strong franchise operating capabilities for future growth. The Company routinely posts news and other important information on its website at http://www.diversifiedrestaurantholdings.com.

3



Safe Harbor Statement
The information made available in this news release and the Company’s November 3, 2017 earnings conference call contain forward-looking statements which reflect DRH's current view of future events, results of operations, cash flows, performance, business prospects and opportunities. Wherever used, the words "anticipate," "believe," "expect," "intend," "plan," "project," "will continue," "will likely result," "may," and similar expressions identify forward-looking statements as such term is defined in the Securities Exchange Act of 1934. Any such forward-looking statements are subject to risks and uncertainties, actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities could differ materially from historical results or current expectations. Some of these risks include, without limitation, the impact of economic and industry conditions, competition, food safety issues, store expansion and remodeling, labor relations issues, costs of providing employee benefits, regulatory matters, legal and administrative proceedings, information technology, security, severe weather, natural disasters, accounting matters, other risk factors relating to business or industry and other risks detailed from time to time in the Securities and Exchange Commission filings of DRH. Forward-looking statements contained herein speak only as of the date made and, thus, DRH undertakes no obligation to update or publicly announce the revision of any of the forward-looking statements contained herein to reflect new information, future events, developments or changed circumstances or for any other reason.


Investor and Media Contact:
Deborah K. Pawlowski
Kei Advisors LLC
716.843.3908
dpawlowski@keiadvisors.com

FINANCIAL TABLES FOLLOW


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DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 24, 2017
 
September 25, 2016
 
September 24, 2017
 
September 25, 2016
Revenue
 
$
39,262,940

 
$
41,625,312

 
$
123,535,506

 
$
125,719,745

 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
 
 
 
 
 
 
 
 
Food, beverage, and packaging costs
 
11,569,925

 
11,402,389

 
36,529,901

 
34,881,667

Compensation costs
 
9,991,381

 
10,288,623

 
31,125,287

 
31,112,586

Occupancy costs
 
2,969,250

 
2,899,508

 
8,701,927

 
8,440,075

Other operating costs
 
8,770,406

 
8,922,440

 
26,188,432

 
25,808,943

General and administrative expenses
 
2,301,061

 
2,375,476

 
6,724,436

 
6,896,819

Pre-opening costs
 
79,605

 
84,650

 
405,448

 
654,034

Depreciation and amortization
 
3,244,255

 
3,626,377

 
10,149,050

 
11,212,555

Loss on asset disposal
 
16,578

 
79,220

 
302,652

 
263,371

Total operating expenses
 
38,942,461

 
39,678,683

 
120,127,133

 
119,270,050

 
 
 
 
 
 
 
 
 
Operating profit
 
320,479

 
1,946,629

 
3,408,373

 
6,449,695

 
 
 
 
 
 
 
 
 
Interest expense
 
(1,822,876
)
 
(1,439,273
)
 
(5,041,136
)
 
(4,324,765
)
Other income, net
 
26,000

 
11,849

 
78,307

 
87,856

 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations before income taxes
 
(1,476,397
)
 
519,205

 
(1,554,456
)
 
2,212,786

Income tax benefit (expense) of continuing operations
 
933,157

 
77,504

 
1,515,453

 
(89,304
)
Income (loss) from continuing operations
 
(543,240
)
 
596,709

 
$
(39,003
)
 
$
2,123,482

 
 
 
 
 
 
 
 
 
Discontinued operations
 
 
 
 
 
 
 
 
Loss from discontinued operations before income taxes
 
(22,960
)
 
(2,748,012
)
 
$
(155,552
)
 
$
(4,593,907
)
Income tax benefit of discontinued operations
 
7,806

 
762,178

 
58,191

 
1,329,278

Loss from discontinued operations
 
(15,154
)
 
(1,985,834
)
 
(97,361
)
 
(3,264,629
)
 
 
 
 
 
 
 
 
 
Net Loss
 
$
(558,394
)
 
$
(1,389,125
)
 
$
(136,364
)
 
$
(1,141,147
)
 
 
 
 
 
 
 
 
 
Basic earnings (loss) per share from:
 
 
 
 
 
 
 
 
Continuing operations
 
$
(0.02
)
 
$
0.02

 
$

 
$
0.08

Discontinued operations
 
$

 
$
(0.07
)
 
$

 
$
(0.12
)
Basic net earnings (loss) per share
 
$
(0.02
)
 
$
(0.05
)
 
$

 
$
(0.04
)
 
 
 
 
 
 
 
 
 
Diluted earnings (loss) per share from:
 
 
 
 
 
 
 
 
Continuing operations
 
$
(0.02
)
 
$
0.02

 
$

 
$
0.08

Discontinued operations
 
$

 
$
(0.07
)
 
$

 
$
(0.12
)
Diluted net earnings (loss) per share
 
$
(0.02
)
 
$
(0.05
)
 
$

 
$
(0.04
)
 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding
 
 
 
 
 
 
 
 
Basic
 
26,764,776

 
26,625,615

 
26,672,057

 
26,434,238

Diluted
 
26,764,776

 
26,625,615

 
26,672,057

 
26,434,238



5


DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS (Unaudited)
ASSETS
 
September 24, 2017 (UNAUDITED)
 
December 25, 2016
Current assets
 
 
 
 
Cash and cash equivalents
 
$
4,665,491

 
$
4,021,126

Accounts receivable
 
103,843

 
276,238

Inventory
 
1,503,617

 
1,700,604

Prepaid and other assets
 
1,171,343

 
1,305,936

Total current assets
 
7,444,294

 
7,303,904

 
 
 
 
 
Deferred income taxes
 
18,020,997

 
16,250,928

Property and equipment, net
 
50,684,927

 
56,630,031

Intangible assets, net
 
2,493,602

 
2,666,364

Goodwill
 
50,097,081

 
50,097,081

Other long-term assets
 
187,084

 
233,539

Total assets
 
$
128,927,985

 
$
133,181,847

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
5,135,349

 
$
3,995,846

Accrued compensation
 
1,640,664

 
2,803,549

Other accrued liabilities
 
2,544,416

 
2,642,269

Current portion of long-term debt
 
11,375,468

 
11,307,819

Current portion of deferred rent
 
471,365

 
194,206

Total current liabilities
 
21,167,262

 
20,943,689

 
 
 
 
 
Deferred rent, less current portion
 
2,103,398

 
2,020,199

Unfavorable operating leases
 
531,018

 
591,247

Other long-term liabilities
 
3,316,271

 
3,859,231

Long-term debt, less current portion
 
105,381,002

 
109,878,201

Total liabilities
 
132,498,951

 
137,292,567

 
 
 
 
 
Commitments and contingencies (Notes 3, 10 and 11)
 
 
 
 
 
 
 
 
 
Stockholders' deficit
 
 
 
 
Common stock - $0.0001 par value; 100,000,000 shares authorized; 26,848,507 and 26,632,222, respectively, issued and outstanding
 
2,623

 
2,610

Additional paid-in capital
 
21,624,434

 
21,355,270

Accumulated other comprehensive loss
 
(795,281
)
 
(934,222
)
Accumulated deficit
 
(24,402,742
)
 
(24,534,378
)
Total stockholders' deficit
 
(3,570,966
)
 
(4,110,720
)
 
 
 
 
 
Total liabilities and stockholders' deficit
 
$
128,927,985

 
$
133,181,847



6


DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
 
Nine Months Ended
 
 
September 24, 2017
 
September 25, 2016
Cash flows from operating activities
 
 
 
 
Net loss
 
$
(136,364
)
 
$
(1,141,147
)
Net loss from discontinued operations
 
(97,361
)
 
(3,264,629
)
Net income (loss) from continuing operations
 
(39,003
)
 
2,123,482

Adjustments to reconcile net income (loss) to net cash provided by operating activities
 
 
 
 
Depreciation and amortization
 
10,149,050

 
11,212,555

Amortization of debt discount and loan fees
 
156,951

 
178,287

Amortization of gain on sale-leaseback
 
(99,657
)
 
(95,878
)
Loss on asset disposals
 
302,652

 
263,371

Share-based compensation
 
284,100

 
351,377

Deferred income taxes
 
(1,573,644
)
 
(100,119
)
Changes in operating assets and liabilities that provided (used) cash
 
 
 
 
Accounts receivable
 
172,395

 
(56,139
)
Inventory
 
196,987

 
135,837

Prepaid and other assets
 
134,593

 
(704,206
)
Intangible assets
 
(28,729
)
 
31,763

Other long-term assets
 
46,455

 
746,772

Accounts payable
 
1,228,025

 
(1,049,207
)
Accrued liabilities
 
(1,270,506
)
 
(1,049,327
)
Deferred rent
 
137,342

 
81,177

Net cash provided by operating activities of continuing operations
 
9,797,011

 
12,069,745

Net cash used in operating activities of discontinued operations
 
(97,361
)
 
(3,859,500
)
Net cash provided by operating activities
 
9,699,650

 
8,210,245

 
 
 
 
 
Cash flows from investing activities
 
 
 
 
Purchases of property and equipment
 
(4,453,861
)
 
(12,161,596
)
Net cash used in investing activities of continuing operations
 
(4,453,861
)
 
(12,161,596
)
Net cash used in investing activities of discontinued operations
 

 
(640,655
)
Net cash used in investing activities
 
(4,453,861
)
 
(12,802,251
)
 
 
 
 
 
Cash flows from financing activities
 
 
 
 
Proceeds from issuance of long-term debt
 
4,650,965

 
8,609,154

Repayments of long-term debt
 
(9,237,466
)
 
(13,634,717
)
Proceeds from employee stock purchase plan
 
45,005

 
31,223

Tax withholdings for restricted stock units
 
(59,928
)
 
(9,326
)
Net cash used in financing activities
 
(4,601,424
)
 
(5,003,666
)
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
644,365

 
(9,595,672
)
 
 
 
 
 
Cash and cash equivalents, beginning of period
 
4,021,126

 
13,499,890

 
 
 
 
 
Cash and cash equivalents, end of period
 
$
4,665,491

 
$
3,904,218


7



DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIARIES
Reconciliation between Net Loss and Adjusted EBITDA and Adjusted Restaurant-Level EBITDA
 
 
 
 
 
 
 
 
 
Three Months Ended (Unaudited)
 
Nine Months Ended (Unaudited)
 
September 24, 2017
 
September 25, 2016
 
September 24, 2017
 
September 25, 2016
Net Loss
$
(558,394
)
 
$
(1,389,125
)
 
$
(136,364
)
 
$
(1,141,147
)
  + Loss from discontinued operations
15,154

 
1,985,834

 
97,361

 
3,264,629

  + Income tax expense (benefit)
(933,157
)
 
(77,504
)
 
(1,515,453
)
 
89,304

  + Interest expense
1,822,876

 
1,439,273

 
5,041,136

 
4,324,765

  + Other income, net
(26,000
)
 
(11,849
)
 
(78,307
)
 
(87,856
)
  + Loss on asset disposal
16,578

 
79,220

 
302,652

 
263,371

  + Depreciation and amortization
3,244,255

 
3,626,377

 
10,149,050

 
11,212,555

EBITDA
$
3,581,312

 
$
5,652,226

 
$
13,860,075

 
$
17,925,621

  + Pre-opening costs
79,605

 
84,650

 
405,448

 
654,034

  + Non-recurring expenses (Restaurant-level)
284,549

 

 
131,000

 
71,184

  + Non-recurring expenses (Corporate-level)
376,530

 
9,087

 
538,083

 
234,477

Adjusted EBITDA
$
4,321,996

 
$
5,745,963

 
$
14,934,606

 
$
18,885,316

  Adjusted EBITDA margin (%)
11.0
%
 
13.8
%
 
12.1
%
 
15.0
%
  + General and administrative
2,301,061

 
2,375,476

 
6,724,436

 
6,896,819

  + Non-recurring expenses (Corporate-level)
(376,530
)
 
(9,087
)
 
(538,083
)
 
(234,477
)
Restaurant–Level EBITDA
$
6,246,527

 
$
8,112,352

 
$
21,120,959

 
$
25,547,658

  Restaurant–Level EBITDA margin (%)
15.9
%
 
19.5
%
 
17.1
%
 
20.3
%

Restaurant-Level EBITDA represents net income (loss) plus the sum of non-restaurant specific general and administrative expenses, restaurant pre-opening costs, loss on property and equipment disposals, depreciation and amortization, other income and expenses, interest, taxes, and non-recurring expenses. Adjusted EBITDA represents net income (loss) plus the sum of restaurant pre-opening costs, loss on property and equipment disposals, depreciation and amortization, other income and expenses, interest, taxes, and non-recurring expenses. We are presenting Restaurant-Level EBITDA and Adjusted EBITDA, which are not presented in accordance with GAAP, because we believe they provide additional metrics by which to evaluate our operations. When considered together with our GAAP results and the reconciliation to our net income, we believe they provide a more complete understanding of our business than could be obtained absent this disclosure. We use Restaurant-Level EBITDA and Adjusted EBITDA together with financial measures prepared in accordance with GAAP, such as revenue, income from operations, net income, and cash flows from operations, to assess our historical and prospective operating performance and to enhance the understanding of our core operating performance. Restaurant-Level EBITDA and Adjusted EBITDA are presented because: (i) we believe they are useful measures for investors to assess the operating performance of our business without the effect of non-cash depreciation and amortization expenses; (ii) we believe investors will find these measures useful in assessing our ability to service or incur indebtedness; and (iii) they are used internally as benchmarks to evaluate our operating performance or compare our performance to that of our competitors.

8



Additionally, we present Restaurant-Level EBITDA because it excludes the impact of general and administrative expenses and restaurant pre-opening costs, which is non-recurring. The use of Restaurant-Level EBITDA thereby enables us and our investors to compare our operating performance between periods and to compare our operating performance to the performance of our competitors. The measure is also widely used within the restaurant industry to evaluate restaurant level productivity, efficiency, and performance. The use of Restaurant-Level EBITDA and Adjusted EBITDA as performance measures permits a comparative assessment of our operating performance relative to our performance based on GAAP results, while isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. Companies within our industry exhibit significant variations with respect to capital structure and cost of capital (which affect interest expense and tax rates) and differences in book depreciation of property and equipment (which affect relative depreciation expense), including significant differences in the depreciable lives of similar assets among various companies. Our management team believes that Restaurant-Level EBITDA and Adjusted EBITDA facilitate company-to-company comparisons within our industry by eliminating some of the foregoing variations.
Restaurant-Level EBITDA and Adjusted EBITDA are not determined in accordance with GAAP and should not be considered in isolation or as an alternative to net income, income from operations, net cash provided by operating, investing, or financing activities, or other financial statement data presented as indicators of financial performance or liquidity, each as presented in accordance with GAAP. Neither Restaurant-Level EBITDA nor Adjusted EBITDA should be considered as a measure of discretionary cash available to us to invest in the growth of our business. Restaurant-Level EBITDA and Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies and our presentation of Restaurant-Level EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual items. Our management recognizes that Restaurant-Level EBITDA and Adjusted EBITDA have limitations as analytical financial measures.



###


9